Campbell awards executives 0 performance rating, denies cash bonuses

Campbell Soup denied cash bonuses to most of its executive suite last fiscal year and cut the total compensation of four of its top five executives by more than 20 percent, awarding a performance rating of "0."

The pay cuts demonstrate that the company isn't meeting its own internal performance goals. That weak performance is also reflected in its share price, which has fallen by almost 25 percent so far this year. It's also attracted the attention of activist investor Dan Loeb and his hedge fund Third Point, which has amassed a 5.65 percent stake in the company and is pressuring to clear out the board and sell the 149-year-old food conglomerate.

"Based on the company's disappointing fiscal 2018 financial results, performance against the other balanced scorecard objectives and its qualitative assessment of various aspects of our performance, the committee determined that the total company performance score should be 0, resulting in the AIP pool being funded at 0 percent," the company said in its proxy statement released Thursday.

"The board believed this score was appropriate considering our disappointing operating performance in fiscal 2018. Our new management team is focused on executing the plan we announced on Aug. 30," Campbell spokesman Thomas Hushen told CNBC regarding its compensation practices.

Former CEO Denise Morrison's total compensation was cut to roughly $7 million — almost 22 percent less than the previous fiscal year and by almost half from 2016. Campbell's fiscal years close near the end of July. Campbell announced the surprise departure of Morrison this spring, after it disclosed "unacceptable" earnings and announced a strategic review of its operations.

"Following a review, which took place prior to the release of the company's third-quarter results, the board initiated a dialogue with Denise M. Morrison, the then-president and chief executive officer of the company, expressing its dissatisfaction with the performance and execution of the business," the company said in the proxy statement, adding that she agreed with the board to retire.

The company is currently unwinding Morrison's efforts to branch into healthier and more fresh foods while doubling down on product lines it knows well — snacks, meals and beverages.

Morrison received more than $28.8 million over the last three years and allowed her to retire with at least two years of severance payments worth $2.3 million as well as other benefits.

Loeb criticized the company for allowing her to walk away with so much money.

"Despite presiding over a crushing decline in shareholder value and orchestrating a string of bungled acquisitions during her tenure as CEO, in May 2018 Ms. Morrison sauntered off into the sunset having extracted tens of millions of dollars in compensation during her employment," Loeb said in a letter sent Wednesday to Campbell's corporate secretary.

Other executives weren't awarded nearly as well. The board cut the pay of Chief Financial Officer Anthony DiSilvestro by 23.2 percent to $2.6 million. Mark Alexander, the former president of its America simple meals and beverages division, saw his pay fall by 20.5 percent. He left the company April 2. General Counsel Adam Ciongoli's total compensation dropped the most among Campbell's top five executives — a 26.5 percent pay reduction to $2.5 million.

Chief Operating Officer Luca Mignini was the only officer to receive a raise after the board expanded his role in April. His total compensation jumped 20.8 percent to $3.1 million. Mignini, who previously oversaw Campbell's biscuits and snacks portfolio, is seen as a possible successor to the CEO job, CNBC has previously reported. He was one of the architects of Campbell's $6.1 billion acquisition of snacks company Snyder's-Lance, which makes Snyder's pretzels and Kettle potato chips.

DiSilvestro, Mignini and Ciongoli were the only officers who received a cash bonus of any kind: $50,000 apiece for their work on the $6.1 billion Snyder's-Lance purchase, the company said.

The company also withheld cash bonuses from most of its top executives over the previous two years. Executives receive a total compensation package that includes a mix of salary, stock options, deferred stock, cash and deferred cash bonuses. Its annual incentive plan, known internally as the AIP, determines the company's non-restricted cash bonus pool. It's based on financial performance, sales, product quality and safety, among other things. The board decided not to fund the AIP bonus pool for 2018.

Interim CEO Keith McLoughlin, who replaced Morrison in May, was awarded $3.6 million. McLoughlin, who's been on the board since 2016, told investors in an Aug. 30 conference call that he hadn't yet applied for the permanent job. He said the board is conducting a "robust search process and we have both internal and external candidates."

"I think we can just say I have not thrown my name in the hat," he said when asked by analysts whether he was a candidate.

"As for me, I am all in ... for as long as the board would like me to be," he added.

Loeb has been pressuring the company to sell and is trying to replace all 12 of Campbell's board directors at its Nov. 29 shareholder meeting. The company on Thursday reiterated its support for its own band of board nominees.

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